TERMS & CONDITIONS

THIS AGREEMENT is made between:

DCR Systems Limited, a company registered in England and Wales with company registration number 10503352 and whose registered office is at Unit E2 Voyager Park, Portfield Road, Portsmouth, UK, PO3 5FL (“DCR”);

and

The Customer as defined in Clause 1.1 below.

1. Definitions and Interpretation
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

1.2. Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1. “writing”, and any similar expression, includes a reference to email but excludes any instant messaging service or functionality;

1.2.2. “day” shall mean calendar day, and references to “week”, “month” and “year” shall be construed the same;

1.2.3. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.4. any gender shall include the other gender;

1.2.5. “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.2.6. “include”, “including” and/or “in particular” shall not be interpreted as limiting the generality of any foregoing words;

1.2.7. a Clause is a reference to a Clause of these Terms and Conditions; and

1.2.8. a “Party” or the “Parties” refer to the parties to this Agreement.

1.3. The headings used in the Agreement are for convenience only and shall have no effect upon its interpretation.

1.4. Words imparting the singular number shall include the plural and vice versa.

2. Formation of the Agreement

2.1. DCR shall sell and the Customer shall purchase the Products in accordance with this Agreement. This Agreement shall govern the sale of any Products to the Customer and shall apply to the exclusion of, and shall prevail over, any standard terms and conditions contained in or referred to in any documentation submitted by the Customer, or in any correspondence or elsewhere or implied by trade custom, practice or any course of dealing.

2.2. These Terms and Conditions shall be deemed to be accepted by the Customer upon the formation of any Order.

2.3. No variation to these Terms and Conditions, or to any Order, shall be binding unless agreed in writing between the authorised representatives of the Customer and DCR.

3. Basis of Sale

3.1. DCR’s employees or agents are not authorised to make any representations concerning the Products unless confirmed in writing by an authorised representative of DCR. In agreeing to any Order, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2. Any advice or recommendations given by DCR’s employees or agents as to the use of the Products which is not confirmed in writing by an authorised representative of DCR is followed or acted on entirely at the Customer’s own risk and accordingly DCR will not be liable for any such advice or recommendation which is not so confirmed.

3.3. Sales literature, price lists and other information or documents issued by DCR in relation to the Products are subject to alteration without notice and do not constitute offers to sell the Products which are capable of acceptance.

3.4. Any typographical, clerical or other accidental errors or omissions in any sales literature, estimate, Quotation, price list, acceptance of offer, invoice or other document or information issued by DCR shall be subject to correction without any liability on the part of DCR.

4. Specifications and Orders

4.1. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by DCR are intended as a guide only and shall not be binding on DCR.

4.2. Unless expressly varied in the Order, any specification(s) for Products are as set out in DCR’s sales documentation and brochures, including on DCR’s website.

4.3. DCR reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Products are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.

4.4. The Customer may make a request for Products at any time in person at the DCR store, via DCR’s website, or by email or telephone, or other form of ordering process agreed between the Parties from time to time. The Customer’s request for Products shall not be binding on DCR unless and until Clauses 8 to 4.11., depending on the method of purchase, are complied with.

4.5. DCR may issue Quotations to the Customer at any time, usually in response to an enquiry or request from the Customer. Quotations are valid for 30 days. No Quotation shall be binding on DCR unless and until the Customer has accepted the Quotation in writing and paid the Deposit. Upon such acceptance by the Customer and receipt by DCR of the Deposit, the Quotation becomes an Order.

4.6. Unless and until a request for Products from a Customer, or a Quotation issued by DCR, becomes an Order, DCR may refuse to supply any Product to the Customer for any reason.

4.7. The Customer is responsible for:

4.7.1. ensuring the accuracy of any request for Products made in accordance with Clause 4., or Quotation issued by DCR under Clause 4.5., and the terms of any Order; and

4.7.2. providing DCR with any additional and supplementary information requested by DCR within sufficient time to enable DCR to perform the requirements of a particular Order.

4.8. Requests for Products made in-store: where the Customer makes a request for Products in DCR’s store, an Order will be formed upon DCR’s acceptance of the request and issue of an invoice, and the receipt by DCR of the Deposit.

4.9. Requests for Products made via telephone: where the Customer makes a request for Products via telephone, an Order will be formed upon DCR’s acceptance of the request and issue of an invoice, the receipt by DCR of the Deposit, and verbal confirmation from DCS of the expected collection or delivery date of the Products.

4.10. Requests for Products made via email: where the Customer makes a request for Products via email, an Order will be formed upon DCR’s acceptance of the request and issue of an invoice, and the receipt by DCR of the Deposit.

4.11. Requests for Products made via DCR’s website: where the Customer makes a request for Products via the DCR website, an Order will be formed upon the website’s confirmation of acceptance of the request, the issue by DCR of an invoice, and the receipt by DCR of the Deposit.

5. Order Cancellation

5.1. The Customer has the right to cancel an Order for any reason within 7 days of its formation and to receive a refund of any Deposit paid.

5.2. If the Customer cancels the Order for any reason after 7 days (whether prior to or after receipt of the Products), the Customer shall not be entitled to any refund or rebate of any sums paid to DCR in relation to that Order prior to cancellation.

6. Price and Payment

6.1. Except as set out in this Clause, all Orders are subject to the receipt by DCR of the Deposit. For Products which are consumables or parts, or for any second-hand or used Products, DCR reserves the right to require full payment of the Price at the time the Order is formed.

6.2. The Price of the Products shall be as set out in the Order. The Price excludes:

6.2.1. value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Products; and

6.2.2. any applicable delivery costs, which will be provided separately to the Customer. Delivery costs will depend on the delivery option selected by the Customer.

6.3. Payments by the Customer must be made by bank transfer.

6.4. The Customer shall pay the Price (minus the Deposit) prior to collection or delivery of the Products.

6.5. Payment shall be made by the Customer on the due date notwithstanding that collection or delivery may not have taken place and/or that the property in the Products has not passed to the Customer. The time for the payment of the Price shall be of the essence of this Agreement. Receipts for payment will be issued upon request.

6.6. Where the Customer fails to take delivery of the Products and payment of the Price has not yet been received by DCR for any reason, DCR shall be entitled to invoice the Customer for the Price (minus any Deposit already made) at any time after DCR has notified the Customer that DCR has attempted delivery of the Products, and such invoice is payable immediately upon receipt.

6.7. DCR may agree (in its sole discretion) to allow the Customer a credit facility. Such facility may be offered or withdrawn by DCR at any time and for any reason. Where applicable, the Customer will pay any invoices for Orders within 30 days from the end of the month in which the invoice was raised

6.8. DCR reserves the right, by giving written notice to the Customer at any time before collection or delivery, to increase the price of the Products to reflect any increase in the cost to DCR which is due to any factor beyond the control of DCR (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in supplier charges or the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give DCR adequate information or instructions.

6.9. All amounts payable under this Agreement will be paid by the Customer in full and in cleared funds, without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges or withholdings of any kind now or in future imposed in any jurisdiction.

7. Customer’s Default

7.1. If the Customer fails for any reason to make payment of any sums due under this Agreement, then without prejudice to any other right or remedy available to it, DCR shall be entitled to:

7.1.1. cancel the Order and/or suspend any further deliveries to the Customer;

7.1.2. appropriate any payment made by the Customer to such of the Products (or the Products supplied under any other Order between the Customer and DCR) as DCR may think fit (notwithstanding any purported appropriation by the Customer); and

7.1.3. charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 2% per month, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

7.2. The Customer indemnifies DCR against all losses, liabilities, damages, expenses and costs, including late payment charges and legal costs on a full indemnity basis, incurred by DCR arising out of or in connection with its enforcement of any non-payment by the Customer of any sums due to DCR.

7.3. This condition applies if:

7.3.1. the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Agreement;

7.3.2. the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

7.3.3. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;

7.3.4. the Customer ceases, or threatens to cease, to carry on business; or

7.3.5. DCR reasonably believes that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

7.4. If Clause 3 applies then, without prejudice to any other right or remedy available to it, DCR shall be entitled to cancel the Order or suspend any further deliveries under the Order without any liability to the Customer, and if the Products have been delivered but not paid for, the Price (minus any Deposit already paid) shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

8. Delivery

8.1. Where applicable, delivery of the Products shall be made to the location specified in the Order and/or any Dispatch Confirmation.

8.2. The Delivery Date as set out in the Dispatch Confirmation is approximate only, and time for delivery shall not be of the essence unless previously agreed by DCR in writing. The Products may be delivered by DCR in advance of the Delivery Date upon giving reasonable notice to the Customer.

8.3. If the Customer fails to take delivery of the Products or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Products to be delivered on that date, DCR shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Products and then notwithstanding the provisions of Clause 1, risk in the Products shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to DCR all costs and expenses including storage and insurance charges arising from such failure.

9. Risk and Retention of Title

9.1. of damage to or loss of the Products shall pass to the Customer at:

9.1.1. in the case of Products to be collected from DCR’s premises, the time when DCR notifies the Customer that the Products are available for collection; or

9.1.2. in the case of Products to be delivered to the Customer, the time of delivery or, if the Customer fails to take delivery of the Products, the time when DCR has tendered or attempted delivery of the Products.

9.2. Notwithstanding delivery and the passing of risk in the Products, or any other provision of this Agreement, legal and beneficial title of the Products shall not pass to the Customer until DCR has received payment in full of the Price of the Products and any other Products supplied by DCR and the Customer has repaid all moneys owed to DCR, regardless of how such indebtedness arose.

9.3. Until payment has been made to DCR in accordance with this Agreement, and title in the Products has passed to the Customer, the Customer shall be in possession of the Products as bailee for DCR and the Customer shall store the Products separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by DCR and shall insure the Products against all reasonable risks.

9.4. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of DCR, but if the Customer does so all money owing by the Customer to DCR shall (without prejudice to any other right or remedy of DCR) forthwith become due and payable.

9.5. DCR reserves the right to repossess any Products in which DCR retains title without notice. The Customer irrevocably authorises DCR to enter the Customer’s premises during normal business hours for the purpose of repossessing the Products in which DCR retains title or inspecting the Products to ensure compliance with the storage and identification requirements of Clause 3.

9.6. The Customer’s right to possession of the Products in which DCR maintains legal and beneficial title shall terminate if:

9.6.1. the Customer commits or permits any material breach of its obligations under this Agreement;

9.6.2. the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

9.6.3. the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

9.6.4. the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

10. Defective Products

10.1. DCR warrants that the Products:

10.1.1. will correspond with the specification at the time of collection or delivery;

10.1.2. are of satisfactory quality;

10.1.3. are fit for purpose;

10.1.4. match their description, sample or model; and

10.1.5. comply with any other applicable legal or statutory obligations relating to the supply of goods.

10.2. The Customer shall undertake inspection of the Products, and notify DCR of any damage, defect or issue, within twelve (12) hours of collection or delivery of the Products. If the Customer fails to give such notice to DCR in accordance with this Clause, the Customer shall be deemed to have accepted the Products in question and DCR shall have no liability to the Customer with respect to the Products corresponding to that collection or delivery.

10.3. Where the Products have been delivered to the Customer, and subject to Clauses 2 and 10.4, DCR shall make good any shortage in the Products and where appropriate replace any Products damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.

10.4. In all cases where any damage, defect or shortages are complained of, DCR shall be under no liability in respect thereof unless:

10.4.1. the Customer has paid the full Price for the Products in question by the due date(s) of payment; and

10.4.2. an opportunity to inspect the Products is supplied to DCR before any use is made thereof or any alteration or modification is made thereto by the Customer.

10.5. If any of the Products are materially defective in their quality and condition, or they materially fail to correspond with the specification (“Defective”), the Customer shall give DCR written notice of such defect or failure within 30 days of the date of delivery or collection. Subject to Clauses 4, 10.6 and 10.7, DRC shall at its option:

10.5.1. replace the Defective Products (or parts thereof); or

10.5.2. refund to the Buyer the Price for those Products (or parts thereof, as appropriate) which are Defective.

10.6. If collection or delivery is not refused by the Customer, or notice is not given by the Customer in accordance with Clauses 2 or 10.5, or if Clause 10.7 applies, the Customer shall not be shall not be entitled to reject or return the Products, DCR shall have no liability for such Defective Product(s), and the Customer shall be liable to pay the Price for the Products.

10.7. No Products may be rejected by the Customer or returned to DCR without the prior agreement in writing of DCR. Subject thereto, DCR must be satisfied the Products supplied were Defective at the point of collection or delivery.

10.8. DCR shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions, failure to follow DCR’s or the manufacturer’s instructions (whether given orally or in writing), misuse or alteration of the Products without DCR’s prior approval, failure to store the Products in appropriate conditions, or any other act or omission on the part of the Customer, its employees or agents or any third party.

10.9. Except in respect of death or personal injury caused by DCR’s negligence, or as expressly provided in these Terms and Conditions, DCR shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Agreement, for any direct or consequential loss or damage sustained by the Customer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of DCR, its servants or agents or otherwise) which arise out of or in connection with supply of the Products (including any delay in supplying or any failure to supply the Products in accordance with the particular Order or at all) or the use or resale of the products by the Customer.

10.10. The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Products are contained in the packaging or labelling of the Products, any use or sale of the Products by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Products by the Customer is carried out in accordance with directions given by DCR or any competent governmental or regulatory authority and the Customer will indemnify DCR against any liability loss or damage which DCR might suffer as a result of the Customer’s failure to comply with this condition.

11. Limitation of Liability

11.1. The following provisions set out the entire financial liability of DCR (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

11.1.1. any breach of the Agreement;

11.1.2. any use made (including but not limited to modifications) or resale by the Customer of any of the Products, or of any goods or products incorporating any of the Products; and

11.1.3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

11.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

11.3. Nothing in this Agreement excludes or limits the liability of DCR:

11.3.1. for death or personal injury caused by DCR’s negligence;

11.3.2. for any matter which it would be illegal for DCR to exclude or attempt to exclude its liability; or

11.3.3. for fraud or fraudulent misrepresentation.

11.4. Subject to Clause 3:

11.4.1. DCR’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Price paid or payable by the Customer for the Product relating to the claim or liability; and

11.4.2. DCR shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.

12. Confidentiality and Data Protection

12.1. The Customer will regard as confidential this Agreement, its content and subject-matter, and all information obtained by the Customer relating to the business and/or products of DCR and will not use or disclose to any third party such information without DCR’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Customer’s default.

12.2. The Customer will not in any way use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which DCR is licensed to use or which is owned by DCR unless DCR has approved such use in writing in advance.

12.3. The Customer will use all reasonable endeavours to ensure the compliance of its employees, servants, and agents with this Clause 12.

12.4. The Customer acknowledges that DCR will process personal data relating to the Customer’s employees in order to provide its services to the Customer. DCR will process such personal data in accordance with its Privacy Policy which can be viewed on the website at www.dcrsystems.co.uk/privacy-cookie-policy

13. Termination

13.1. Either Party may terminate these Terms and Conditions by giving the other Party sixty (60) days’ prior written notice. Where either Party exercises its rights under this Clause, termination of the Terms and Conditions shall not affect any Orders currently in force at the date of termination of the Terms and Conditions. Such Orders shall continue in full force and effect until expiry under Clause 3, or termination in accordance with the provisions set out in these Terms and Conditions.

13.2. Either Party may terminate the Agreement immediately on written notice if the other Party:

13.2.1. commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying the particulars of the breach and requiring it to be remedied;

13.2.2. repeatedly breaches any of the terms of this Agreement (irrespective of whether such breaches collectively constitute a material breach) to the extent that the innocent Party reasonably believes the breaching Party’s conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement, in such a manner as to reasonably justify termination; or

13.2.3. becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the other Party;

13.2.4. ceases, or threatens to cease, to carry on business.

13.3. Each Order will automatically expire upon the collection or delivery of the Products in question and receipt by DCR of full payment of the Price for that Order.

13.4. Any provision in this Agreement which by its intent or terms is meant to survive the termination of the Agreement will do so.

14. Notices

14.1. All notices under this Agreement shall be in writing. Notices shall be deemed to have been received:

14.1.1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

14.1.2. when sent, if transmitted by e-mail and a successful return receipt is generated; or

14.1.3. on the fifth Business Day following mailing, if mailed by national ordinary mail, postage prepaid; or

14.1.4. on the tenth Business Day following mailing, if mailed by airmail, postage prepaid.

14.2. All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

15. Force Majeure

15.1. Neither Party shall be liable for any failure or delay in performing their obligations where such hindrance, failure or delay results from any cause that is beyond the reasonable control of that Party (“Force Majeure Event”).

15.2. Causes of a Force Majeure Event include: any act of God, flood, earthquake, windstorm or other natural disaster; war, threat of or preparation for war, armed conflict, terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; epidemic and / or pandemic; fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the Party seeking to rely on this Clause or companies in the same group as such Party) or accidental damage; extreme adverse weather conditions; difficulties in obtaining raw materials; interruption or failure of utility service, including electric power, gas or water; collapse of building structures, failure of plant, machinery, computers, vehicles or key suppliers; strikes, lock outs or other industrial actions or trade disputes (whether involving employees of a Party or of a third party); any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, regulation, embargo or prohibition, or any other event that is beyond the reasonable control of the Party in question.

16. General

16.1 Waiver. Any failure by DCR to enforce the performance of any provision in the Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision. Any such failure to enforce shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

16.2. Assignment. DCR may assign the Agreement or any part of it to any person, firm or company without the prior consent of the Customer. The Customer shall not be entitled to assign the Agreement or any part of it without the prior written consent of DCR.

16.3. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this Clause, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.4. Third Party Rights. A person who is not a party to the Agreement shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.5. Disputes. The Parties will use reasonable endeavours to resolve any complaints or disputes in a timely manner and in good faith. If the Customer is unhappy or dissatisfied with the Products or any aspect of DCR’s customer service, the Customer will immediately notify DCR. Any disputes which cannot be settled, DCR will provide the Customer with details of its preferred alternative dispute resolution provider (currently CEDR) to resolve such dispute.

16.6. Law and Jurisdiction. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.